Director liability under the Negotiable Instruments Act cannot rest on vague averments when resignation is shown by record.

Criminal proceedings under Sections 138 and 141 of the Negotiable Instruments Act were quashed against a director because certified Form-32 showed resignation before the alleged dishonour, and such documentary material was held usable in proceedings under Section 482 CrPC. The Court also found the complaint deficient because it contained only general statements that the director was in charge of the company, without specific averments of his role in the cheque transaction or day-to-day business. In the absence of such particulars, vicarious liability under Section 141 could not be fastened, and continuation of the prosecution was treated as an abuse of process.

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Issues: Whether criminal proceedings under Sections 138 and 141 of the Negotiable Instruments Act, 1881 against a director were liable to be quashed under Section 482 of the Code of Criminal Procedure, 1973 on the grounds that he had resigned from the company before the alleged dishonour of cheque and that the complaint lacked specific averments as to his role in the company.

Analysis: The certified Form-32 showed that the petitioner had resigned from the directorship with effect from an earlier date, and the intimation of such change had been sent to the Registrar of Companies. The Court accepted that such documentary material could be considered in proceedings under Section 482 of the Code of Criminal Procedure, 1973, and that the petitioner should not be driven to trial to prove a defence already supported by reliable record. It further found that the complaint contained only general assertions that the petitioner was in charge of and responsible for the company's affairs, without any specific averment describing his role in the issuance of the cheque or in the day-to-day business of the company, which was insufficient to fasten vicarious liability under Section 141 of the Negotiable Instruments Act, 1881.

Conclusion: The continuation of the criminal proceeding against the petitioner was held to be an abuse of the process of court, and the proceeding was quashed insofar as the petitioner was concerned.

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